Thông tin chính thức trên SEC ( tran g 32-33 )
Vào tháng 1 năm 2026, ông Phạm đã chuyển nhượng toàn bộ phần vốn chủ sở hữu của mình tại Tương Lai cho bà Nguyễn. Công ty hiểu rằng mục đích chính của việc ông Phạm mua lại Tương Lai là nhằm hỗ trợ Công ty và cung cấp thêm nguồn vốn để tạo điều kiện cho sự phát triển của VinFast. Theo đó, sau khi xác định được một nhà đầu tư phù hợp có năng lực và quan tâm đến việc phát triển doanh nghiệp, ông Phạm đã tiến hành bán phần sở hữu của mình tại Tương Lai. Công ty không phải là một bên tham gia giao dịch này.
Vào tháng 5 năm 2026, ông Nam đã mua lại phần lớn quyền biểu quyết tại Tương Lai từ bà Nguyễn và trở thành cổ đông kiểm soát của Tương Lai.
Hiện tại, Tương Lai có bốn cổ đông: ông Nam, sở hữu khoảng
91,99% vốn góp và khoảng
82,58% quyền biểu quyết; bà Nguyễn, sở hữu khoảng
4,45% vốn góp và khoảng
9,67% quyền biểu quyết; ông PKP, sở hữu khoảng
3,54% vốn góp và khoảng
7,70% quyền biểu quyết; và bà Phan Thu Hương, sở hữu khoảng
0,02% vốn góp và khoảng
0,05% quyền biểu quyết.
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In January 2026, Mr. Pham transferred all of his equity interest in Tuong Lai to Mrs. Nguyen. The Company understands that the primary purpose of Mr. Pham’s acquisition of Tuong Lai was to support the Company and provide additional capital resources to facilitate VinFast’s development. Accordingly, after a suitable investor with the capability and interest to develop the business was identified, Mr. Pham proceeded with the sale of his interest in Tuong Lai. The Company was not a party to this transaction.
In May 2026, Mr. Nam acquired the majority of the voting equity interest in Tuong Lai from Mrs. Nguyen and became the controlling shareholder of Tuong Lai.
Tuong Lai currently has four shareholders: Mr. Nam (approximately 91.99% of contributed capital and approximately 82.58% of voting rights), Mrs. Nguyen (approximately 4.45% of contributed capital and approximately 9.67% of voting rights), Mr. PKP (approximately 3.54% of contributed capital and approximately 7.70% of voting rights), and Mrs. Phan Thu Huong (approximately 0.02% of contributed capital and approximately 0.05% of voting rights).
The shareholders of Tuong Lai are established individual investors with experience across industrial operations, investment, and large-scale project development. Mrs. Nguyen and Mr. PKP have a track record of collaboration with Mr. Pham and have been involved in the development and operation of leading enterprises within the Vingroup ecosystem.
The biographical information below is based on information provided to the Company by the Purchasers.
| ● | Mr. Nguyen Hoai Nam is an investment executive with more than 30 years of experience in corporate finance, asset management and multinational operations. From 1992 to 1998, he served as Sales Director of 3C Corporation, where he was responsible for revenue growth and market expansion. From 1998 to 2005, Mr. Nam served as Chief Financial Officer of TTT Corporation, overseeing corporate finance, funding structures and investment planning. Since 2006, he has served as Chief Executive Officer of Berjaya Group Vietnam, where he oversees investments across real estate, hospitality, financial services, retail and entertainment sectors. In parallel with his executive roles, Mr. Nam has held various governance positions as Chairman and Board Member at organizations including Nam Huong Media & Investment JSC, Saigon Berjaya Securities JSC, Nghi Tam Village Joint Venture (InterContinental Hanoi), Berjaya Handico 12 and Vincom Retail JSC, as well as members’ council positions at Jeep Vietnam (JVA Ho Chi Minh City) and Berjaya – Ho Tay Joint Venture (Sheraton Hanoi Hotel). Mr. Nam holds a Bachelor’s Degree and a Master of Business Administration (MBA) in Business Administration from the University of Southern California. |
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| ● | Mrs. Nguyen Thuy Ha is a senior executive and investor with over three decades of experience in industrial, real estate, and infrastructure-related businesses across Eastern Europe and Vietnam. She spent 17 years at Technocom Group in Ukraine, where she advanced to General Director of Technocom LLC and gained extensive experience in large-scale manufacturing operations, cross-border financing, and capital-intensive business models. Since 2022, Ms. Nguyen has been a principal investor, holding a controlling interest in SGC Investment and Construction Joint Stock Company, an infrastructure and construction enterprise involved in major Vinhomes developments, and a 45% equity stake in BioCare Vietnam Biotechnology Joint Stock Company, which participates in several large-scale real estate projects in Vietnam. |
| ● | Mr. Pham Khac Phuong is a senior corporate executive and investor with over 30 years of experience in engineering, manufacturing, real estate development, and infrastructure investment in Ukraine and Vietnam. He began his career in 1994 at Technocom Group in Ukraine as an engineer and later advanced to Factory Director, gaining extensive experience in large-scale manufacturing operations and industrial management. Since 2022, Mr. Phuong has served as CEO of VinLandscape Development and Investment JSC and continues to act as a strategic investor and corporate executive in infrastructure and development projects. |
| ● | Mrs. Phan Thu Huong is a senior corporate executive with over 25 years of experience in international manufacturing management and large private enterprises. She spent more than a decade at Technocom Group in Ukraine, where she advanced to the position of Production Director and oversaw large-scale manufacturing operations and workforce management. |
Tuong Lai expects to fund the acquisition of VFTP through a combination of operating cash flows, equity contributions from their shareholders and external financing, including bank borrowings.
Ngoc Quy is a limited liability company incorporated in Vietnam. Ngoc Quy currently has five shareholders: Mr. Nguyen Manh Cuong (30% of contributed capital representing 30% of voting rights), Mr. Pham Xuan Duc (26% of contributed capital representing 26% of voting rights), Mr. Pham Quoc Nhat (20% of contributed capital representing 20% of voting rights), Mr. Nguyen Van Thu (approximately 19.28% of contributed capital representing 19.28% of voting rights), and Mr. Ngac Van Luong (approximately 4.72% of contributed capital representing 4.72% of voting rights). Some of Ngoc Quy’s shareholders have been business partners with Mr. Pham.
Pursuant to the Proposed Transactions, Ngoc Quy will acquire 46.5% of the ordinary shares in VFTP.
Ngoc Quy expects to fund the acquisition of VFTP through a combination of operating cash flows, equity contributions from their shareholders and external financing, including bank borrowings.
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Pursuant to the Proposed Transactions, Mr. Pham will acquire 4.4% of the ordinary shares in VFTP from the Company. Mr. Pham expects to fund his acquisition using his personal financial resources.
| 3.5 | Independence of Purchasers |
Each of Tuong Lai and Ngoc Quy are independent third parties that are not related to any of the Directors of the Company. The Proposed Transactions will introduce independent investors into the shareholding structure of VFTP and facilitate the separation of VFTP’s manufacturing operations from the VinFast group, thereby allowing VinFast to focus on core activities such as research and development, product development, and vehicle sales and marketing in Vietnam and globally. The involvement of an independent investor enhances the operational independence of VFTP and ensures that commercial transactions between VFTP and the VinFast group after the transaction are conducted on a market basis and in accordance with commercial practices.
Please see Section 7 below for details on the interests of Mr. Pham.
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